Orange County NC Website
<br />c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br />respect to any provision of, or the performance or non-performance of, this Agreement shall be <br />brought in the General Court of Justice of North Carolina sitting in Orange County, North <br />Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br />respect to such suits or actions. Binding arbitration may not be initiated by either Party, <br />however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of <br />such suit or action. <br />d. Living Wage. Orange County is committed to providing its employees with a living wage and <br />encourages agencies if funds to pursue the same goal. The Orange County Living Wage Policy, <br />which is incorporated herein by reference, can be viewed at: <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php. The <br />County’s living wage is $16.60 per hour. To the extent possible, Orange County recommends <br />that Provider provide a living wage to its employees. <br /> <br />e. Relationship of the Parties. Provider is an independent contractor of the County. Provider <br />represents that they have or will secure, at his own expense, all personnel required in performing <br />the services under this Agreement. Such personnel shall not be employees or have any <br />contractual relationship with the County. All personnel engaged in work under this Agreement <br />shall be fully qualified and shall be authorized and permitted under federal, state and local law <br />to perform such services. <br /> <br />f. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, <br />ordinances, orders and regulations of the federal, state or local governments, as well as their <br />respective departments, commissions, boards, and officers, which are in effect at the time of <br />execution of this Agreement or are adopted at any time following execution of this agreement. <br /> <br />g. Subcontract. The County and Provider deem the services provided under this Agreement to <br />be personal in nature and Provider may not subcontract any rights or duties under this <br />Agreement to any other party without prior written consent from the County. <br />h. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to <br />any other party without the prior written consent of the County. <br />i. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for all <br />loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily <br />injury, including death or property damage, to any person or persons caused in whole or in part <br />by the negligence or willful misconduct of the Provider, except to the extent same are caused <br />by the negligence or willful misconduct of the County. It is the intent of this section to require <br />Provider to indemnify the County to the extent permitted under North Carolina law. Nothing <br />in this section is intended to affect or abrogate the County’s sovereign immunity defenses. <br /> <br />j. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the <br />specified services and may be terminated at any time if such funds become unavailable. <br /> <br />k. Severability. All clauses found herein shall act independently of each other. If a clause is <br />found to be illegal or unenforceable, it shall have no effect on the other provisions of this <br />Agreement. It is understood by the parties hereto that if any part, term or provision of this <br />Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North <br />Carolina or the United States, the validity of the remaining portions or provisions shall not be <br />affected, and the rights and obligations of the parties shall be construed and enforced as if the <br />Agreement did not contain the particular part, term or provision held to be invalid. <br />DocuSign Envelope ID: DBE8454E-5CDD-4377-A739-3C0016853D4E